Business Deposit Account Terms

TERMS AND CONDITIONS OF YOUR FOUND BUSINESS ACCOUNT

IMPORTANT ACCOUNT INFORMATION

IMPORTANT: AS SET FORTH BELOW, ANY CLAIM, DISPUTE, OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE “DISPUTE RESOLUTION” PROVISION CONTAINED IN THIS AGREEMENT. THIS AGREEMENT ALSO INCLUDES A WAIVER OF CLASS ACTION AND YOUR RIGHT TO A JURY TRIAL. PLEASE READ THE “DISPUTE RESOLUTION” SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY US. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Agreement

These Terms and Conditions (“Account Terms”) of Your Found Business Account, along with any other documents referenced herein as applicable to your non-interest-bearing business deposit account (the “Account”) (along with Account Terms, collectively, the “Agreement”), is a contract that establishes rules that control your Account made available from by LendingClub Bank, N.A. (“Bank”), member of the Federal Deposit Insurance Corporation (“FDIC”). Indie Technologies, Inc (“Found”) is responsible for managing the Account program. Please read this Agreement carefully and retain it for future reference. By opening or continuing to hold an Account with us, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account. You will receive a separate schedule of rates, qualifying balances, and fees if they are not included in this Agreement. If you have any questions, please contact us. “We,” “our,” and “us” refer to the Bank, our successors, affiliates, or assignees. “Customer” refers to the business entity obtaining an Account.

“Account Owner” refers to the person associated with Customer with authority to deposit, withdraw, or exercise control over the Account.

The Account is accessed through found.com (“Website”) and through the mobile application hosted by Found (“Mobile App”). Customer is responsible for providing Found with a correct and operational email address. Customer must promptly notify the Bank or Found of any change to its email or postal mailing address, or if Customer is unable to access Account information through the Mobile App. Neither the Bank nor Found will be liable for any adverse effects to the Account as a result of undelivered mail or email or Customer’s inability to access Account information through the Website or Mobile App due to a failure to promptly notify the Bank or Found of a change to Customer’s email or postal mailing address. Neither the Bank nor Found is responsible for any costs Customer incurs to maintain internet access or an email account.

If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern.

1. Consent to the Terms of this Agreement

When submitting an Account application or by using the banking services provided by the Bank, Customer agrees to the terms and conditions of the Account and the Schedule of Fees associated with it. The disclosures provided when the Account application was completed; additional disclosures provided to Customer that are applicable to additional products and services; periodic statements, user guides; and any other disclosures or terms provided to Customer are considered part of this Agreement. Continued use of the Account means ongoing agreement of Customer to this Agreement. By continuing to use the Account, Customer further agrees to pay fees due and outstanding associated with the Account, including giving us the right to collect such fees directly from the Account balance. Customer is responsible for the accuracy and completeness of all information supplied to Bank and Found in connection with the Account and /or its services

2. Amendments or Modifications

This Agreement may be amended or changed at any time by posting the amended documents (including this Agreement) on Found.com, and any such amendment shall be effective upon such posting to the Website. The current Agreement is available at found.com/legal. Reasonable notice in writing or by any method permitted by law will be provided if there is an adverse change to this Agreement. However, if a change is made for security purposes, such change can be implemented without prior notice. When this Agreement is changed, the updated version supersedes all prior versions and will govern the Account. Customer’s continued maintenance or use of the Account after the change will be deemed acceptance of any change and Customer will be bound by it. If Customer does not agree with a change, Customer may close the Account as provided in this Agreement. Customer’s termination of this Agreement does not affect any of our rights or Customer’s obligations arising under this Agreement prior to such termination.

3. Confidentiality and Our Privacy Policy

Your privacy is very important to us. Under this Agreement, we will generally only disclose information to third parties about your Account or the transactions you make: (1) to verify your identity and determine if we should open an Account for you using services provided to us by third parties; (2) where it is necessary for completing a transaction; (3) to verify the existence and condition of your Account for a third party such as a credit bureau or merchant; (4) to comply with government agency or court orders; (5) as disclosed in [Found’s Privacy Policy](https://found.com/legal/privacy); (6) to Found for it to market its products and services to you; and/or (7) if you give us your written permission to share your information.

Services offered by Found, including the Mobile App, are subject to Found’s Privacy Policy. Please carefully review Found’s Privacy Policy for more information about its privacy policy. LendingClub Bank, N.A. neither is party to nor has control over your data provided or collected by Found in connection with its services.

The Basics of the Account

1. Business Account

A business deposit account is a deposit account that is not held or maintained primarily for personal, family, or household purposes. Examples of business deposit accounts include an account owned by an individual acting as a sole proprietor; a partnership; a limited partnership; a limited liability partnership; a limited liability company; a corporation; a joint venture; or a non-profit corporation.

The Account is a checkless demand deposit account to be used by a business entity to make payments and transfers to third parties using online services or the debit cards that are issued with the Account. Paper checks are not available for use with the Account.

The Account is a non-interest-bearing deposit account used to hold your deposits and make payments and transfers to other accounts at other banks and to third parties online through Found’s mobile application (the “Mobile App”) and through the use of the Found Card. Separate terms and conditions apply to the Mobile App, the Found Card and services offered by Found, including its reward services. Please refer to the Terms of Use available at www.found.com/legal/tos for additional information.

2. Opening the Account

Due to the passage of the “USA PATRIOT Act,” we are required to notify customers of the following information:

Federal laws and regulations require us to request information from you prior to opening an Account or adding an additional signatory or authorized user to an Account. The information we request may vary depending on the circumstances, but at a minimum, will include your name, address, an identification number such as your social security or taxpayer identification number, and for individuals, your date of birth. We are also required to verify the information you provide to us. This verification process may require you to provide us with supporting documentation that we deem appropriate. We may also seek to verify the information by other means. We reserve the right to request additional information and/or signatures from you from time to time. If we are not able to validate the identity or authenticity of the Account Owner or the business entity to our satisfaction, we may not open the Account. We may not provide access to the Account if the identity of the Authorized Signer(s) cannot be validated.

3. Compliance with Laws and Regulations

You agree to comply with all laws applicable to this Agreement, including regulations or ordinances, and orders. The payee name on any direct deposit(s) or ACH credit(s) we receive must match the Customer name or the name of the Account Owner or an Authorized Signer. If such deposits are received in a name other than the name of the Customer, the Account Owner or an Authorized Signer, they may be returners of governmental and governing authorities, federal and state privacy laws, and anti-money laundering laws.

You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. This prohibition includes any transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You are responsible for determining the legality of each of your transactions in all applicable jurisdictions before entering into the transaction. We have no obligation to monitor, review or evaluate the legality of any transaction. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity or online gambling or for any other reason at our discretion.

4. Authorization

You authorize Found and the Bank to view and obtain information about the Account. You also authorize the Bank to provide information to Found and its service providers about Account balances and transactions. Found is authorized to transact on the Account as necessary for purposes of reconciliation, fee credits or debits, dispute related adjustments, and any other applicable accounting corrections.

If we are required for any reason to reimburse the federal government for all or any portion of a benefit payment that was directly deposited into your Account, you authorize us to deduct the amount of our liability to the federal government from the Account or from any other account you have with us, without prior notice and at any time, except as prohibited by law. We may also use any other legal remedy to recover the amount of our liability.

5. Closing the Account

To close the Account, the Account Owner, or any Authorized Signer on the Account, may do so by sending an email to [email protected]. After the Account is closed, we have no obligation to accept deposits or pay outstanding items but may do so at our discretion and any access device will no longer be active. Customer agrees to hold us harmless for honoring or refusing to honor any check, paper draft, or other item on a closed Account. If a balance remains in the Account at the time of its closure, a check made payable to the Account Owner as listed in our records will be sent to the address on file within fourteen (14) business days of the final transaction and/or of receiving the request to close the Account. Bank reserves the right to refuse to return any remaining balance less than $15.00. Bank reserves the right to close the Account at any time.

6. Business Days

Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” in this Agreement are calendar days unless indicated otherwise.

7. Eligibility

The Account is available to United States citizens or lawful permanent residents of the fifty (50) United States (“U.S.”), the District of Columbia, American Samoa, Guam, Marshall Islands, Northern Mariana Islands, Palau and US Virgin Islands who are at least 18 years of age, have a U.S. physical address or with military addresses (APO or FPO), and have a valid Social Security Number or Tax Identification Number.

You must also agree to go paperless. This means that you must (1) provide us with a valid email address and (2) agree to accept electronic delivery of all communications that we need or decide to send you in connection with your Account. We may decline to open an Account to you for any reason, or for no reason; this includes if you have had or currently have any other relationships or accounts with either us or Found that you did not maintain in a satisfactory manner. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.

8. Titling and Ownership of the Account

The Account may only be owned in the name of one person who may make deposits and transfer or withdraw funds. The Account cannot be owned or titled as a joint account, trust account, a Uniform Transfers to Minors (UTMA) account, or a Payable On Death (POD) account. You cannot give a security interest or pledge your Account to someone other than us without first getting our express written consent, which we may withhold for any or no reason.

Funds Availability

Funds deposited to your account less than $5,000 and absent exceptional circumstances are usually available the same day as the deposit.

Below are typical timelines for common deposit channels:

• Direct deposits and wire transfers received before 4:00 P.M. EST: Same business day as the day of deposit

• Check deposit: The first $225 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, and federal, state and local government checks may be available on the first business day after the day of your deposit if the deposit meets certain conditions.

For determining the availability of your deposits, every day is a business day except Saturdays, Sundays, and federal holidays.

Longer delays may apply

Electronic transfers initiated through the Found App may take up to five (5) business days from the date of the initial request, but will post on the payment date of the deposit once the money has reached the Bank and/or Found.

In some cases, we will not make all of the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check that you deposit, funds may not be available until the second business day after the day of your deposit. The first $225 of your deposits may be available on the first business day.

If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available.

A longer hold period may apply before funds deposited by check are available. These circumstances are inclusive of but not exhaustive:

• We believe a check you deposit will not be paid.

• You deposit checks totaling more than $5,525 on any one day.

• You redeposit a check that has been returned unpaid.

• You have overdrawn your account repeatedly in the last six months.

• You deposit a check that is not payable to you.

• There is an emergency, such as failure of computer or communications equipment.

We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. They will generally be available no later than the fifth business day after the day of your deposit.

Liability

Each of you, your Authorized Signatory, and any other party you authorize to access the Account also agree to be jointly and severally (individually) liable for any negative Account balance and Account shortage resulting from charges or overdrafts, whether caused by you or another with access to this Account. This liability is due immediately, and can be deducted directly from the Account balance whenever sufficient funds are available. You have no right to defer payment of this liability, and you are liable regardless of whether you signed the item or benefited from the charge or overdraft.

You will be liable for the Bank and our costs as well as for our reasonable attorneys’ fees, to the extent permitted by law, whether incurred as a result of collection or in any other dispute involving your Account. This includes, but is not limited to, you and an authorized signer or similar party or a third party claiming an interest in your Account. This also includes any action that you or a third party takes regarding the Account that causes us, in good faith, to seek the advice of an attorney, whether or not we become involved in the dispute. All costs and attorneys’ fees can be deducted from your Account when they are incurred, without notice to you.

Deposits

You may make deposits into your Account using only methods described herein. We do not charge you any fees for making deposits. You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim, or encumbrance.

Deposit Methods:

• Direct Deposit (via ACH)

• ACH transfer to your Account from an external account using the Mobile App

• ACH transfer from a linked bank account to your Account using the Mobile App*

• Debit card issued by a third party

• Mobile check deposits

You may link another bank account you have to your Account in order to transfer funds between the linked bank account and your Account using the Mobile App. You may only link a bank account titled in your name (either individually or jointly) and from which you have the right to authorize charges and debits. You represent and warrant: (1) that you have the right to authorize any and all charges and debits to the linked account; (2) the linked account is held at a depository institution located in the U.S.; and (3) you are individually or jointly the owner of the linked account. By linking a bank account, you agree to indemnify and hold us harmless from any claims by any person related to the linked bank account, including any other owner of the linked bank account. You may only link a bank account that is a deposit account, such as a checking, savings or money market account.

1. Ineligible Deposits

We do not accept:

• deposits made in cash or deposits in foreign currency;

• ATM deposits; or

• Personal checks, cashier’s checks, money orders, foreign currency and cash that are sent to the Bank.

We are not liable for any deposits lost in the mail, lost in transit or not received by us. All deposits sent by mail to the Bank will be returned unless the full amount may be applied towards a negative balance, in which case the check or money order must be payable in U.S. dollars and may or may not be deposited to the Account at the discretion of the Bank.

Direct deposits or ACH Credits using an external account at another financial institution
The payee name on any direct deposit(s) or ACH credit(s) we receive must match the business name on the Account or the name of the Account Owner or Authorized Signer. If such deposits are received in a name other than the name registered to the Account, the Account Owner, or Authorized Signer will be returned to the originator.
It is our policy to make deposits made by electronic fund transfer available to you on the business day we receive the deposit. Keep in mind that it may take several days for us to receive ACH transfers from a linked bank account. We will treat and record all transactions received after our “daily cutoff time” on a business day we are open, or received on a day we are not open for business, as if initiated on the next business day that we are open. Deposits received by us on a business day before 3:30PM Eastern Time will be considered received that day. Deposits received on a business day after 3:30PM Eastern Time, or at any time on a non-business day, will be considered received the following business day.

If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn.

2. Deposit Corrections

If funds are incorrectly deposited or transferred to the Account, we may correct the error by deducting the amount of the incorrect deposit from the Account without prior notice to Customer. If there are not enough funds in the Account at that time, the Account could become overdrawn. See the section below titled “No Overdrafts” for more information about what occurs if the Account has a negative balance.

3. No Overdrafts

The Account may not be overdrawn. If the available balance in the Account is insufficient to cover any authorized payment or withdrawal, we can refuse to honor the payment or withdrawal. If the Account balance should become negative for any reason, a deposit or deposits must be immediately made to cover the negative balance. If the Account has a negative balance for thirty (30) calendar days it will be closed.

Withdrawals

Unless clearly indicated otherwise on the account records, any of you, acting alone, who signs to open the Account or has authority to make withdrawals may withdraw or transfer all or any part of the Account balance at any time, subject to the terms herein. You may withdraw funds up to the amount of your available balance in your Account by using any of the following described herein. Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.

Other third-party fees may also apply to out-of-network ATM transactions. Please refer to the Fee section below for more information and all fees applicable to your Account.

Withdrawal methods:

• ACH transfer from your Account to a linked bank account using the Mobile App

• ACH transfer to a third party

• ATM withdrawals using your Found Card

• Purchases or other transaction using your Found Card at merchants that have agreed to accept the Found Card‍

We do not permit you to overdraw your Account and we do not charge you insufficient funds fees or overdraft fees. If the available balance in your Account is not sufficient to cover any transaction you have authorized, we can refuse to process the transaction, even if you make a deposit later in the business day after we refuse your withdrawal request. There may be instances where your Account can still become overdrawn. For example, if a deposit is returned or if a merchant settles a Found Card transaction for an amount greater than the card authorization, you must make a deposit immediately to cover any negative balance. If your Account has a negative balance for thirty (30) calendar days or more, we may close your Account.

You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.

Amendments and Termination

We may change any term of this Agreement without notice by posting an amended Agreement on Found’s website, https://found.com/legal, and any such amendment shall be effective upon posting. For changes for which applicable law requires notice, we will give you reasonable notice in writing or by any other method permitted by law. We may also close this Account at any time upon reasonable notice to you and tender of the Account balance by mail or transfer to a linked account. Items presented for payment after the Account is closed may be dishonored. When you close your Account, you are responsible for leaving enough money in the Account to cover any outstanding items to be paid from the Account. Reasonable notice depends on the circumstances, and in some cases, such as when we cannot verify your identity or we suspect fraud, it might be reasonable for us to give you notice after the change or Account closure becomes effective. For instance, if we suspect fraudulent activity with respect to your Account, we might immediately freeze or close your Account and then give you notice. If we have notified you of a change in any term of your Account and you continue to have your Account after the effective date of the change, you have agreed to the new term(s).

Notices

Any written notice you give us is effective when we actually receive it, and it must be given to us according to the specific delivery instructions provided elsewhere, if any. If no delivery instruction is provided, notice must be given by emailing us at [email protected]. We must receive it in time to have a reasonable opportunity to act on it. Written notice we give you is effective when it is deposited in the United States Mail with proper postage and addressed to your mailing address we have on file or emailed to you at the email address we have on file for you. Notice to any of you is notice to all of you.

To the extent permitted by law, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your account. For example, if you deposit a check and it is returned unpaid or we receive a notice of nonpayment, we do not have to notify you unless required by federal Regulation CC or other law.

Statements

Statements will periodically be provided to you by email as long as your Account is not inactive. You will receive monthly statements. You will not receive paper statements. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. You agree that the statements have been delivered or made available to you in a reasonable manner.

You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity.

You agree that if you fail to report any unauthorized signatures, alterations or forgeries in your account within 60 days of when we first send or make the statement available, you cannot assert a claim against us on any items in that statement, and as between you and us the loss will be entirely yours. This 60-day limitation is without regard to whether we used ordinary care.

Your duty to report other errors – In addition to your duty to review your statements for unauthorized signatures, alterations and forgeries, you agree to examine your statement with reasonable promptness for any other error – such as an encoding error. In addition, if you receive or we make available either your items or images of your items, you must examine them for any unauthorized or missing endorsements or any other problems. You agree that the time you have to examine your statement and items and report to us will depend on the circumstances. However, this time period shall not exceed 60 days. Failure to examine your statement and items and report any errors to us within 60 days of when we first send or make the statement available precludes you from asserting a claim against us for any errors on items identified in that statement and as between you and us the loss will be entirely yours.

Account Transfer or Rights Assignment

This Account and Customer’s obligations under this Agreement may not be transferred or assigned without our prior written consent. Your obligations under this Agreement are not transferable and not assignable. We or Found may transfer our rights under this Agreement.

Setoff

We may (without prior notice and when permitted by law) set off the funds in this Account against any due and payable debt any of you owe us or Found now or in the future. If your debt arises from a promissory note, then the amount of the due and payable debt will be the full amount we have demanded, as entitled under the terms of the note, and this amount may include any portion of the balance for which we have properly accelerated the due date.

This right of setoff does not apply to this Account if prohibited by law, including the Military Lending Act or its implementing regulations. You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff.

Posting Order and Account Balances

The order in which transactions are paid is important if there is not enough money in your Account to pay all of the transactions initiated. The payment order can affect the number of transactions that are returned and the amount of the fees you may have to pay. To assist you in managing your Account, we are providing you with the following information regarding how we process transactions.

Checks are processed in check or serial number order. ACH transactions are posted highest dollar amount to lowest. All other items, such as debit/ATM transactions and deposits (in person or mailed) are posted when received.
‍To determine your available Account balance, we first start with your ledger balance at the beginning of the business day, subtract any holds from your balance and make any adjustments from prior days. Next, we generally add available deposits and credits to your balance. Then, we subtract each transaction group and the transactions within each group in the following order: (1) first, Found Card transactions (including PIN transactions and ATM withdrawals) based on the date and time order; and (2) then all other electronic fund transfers (including ACH transactions) based on highest dollar amount to lowest.

Keep in mind that your available Account balance may not reflect every transaction you have initiated or previously authorized. For example, your available Account balance may not include (1) transactions you have authorized that we have not received, (2) Found Card transactions where the card authorization has been removed before the transaction is settled due to a merchant’s delay in settlement, or (3) the full amount of a Found Card transaction where the settlement amount is greater than the card authorization amount. Your available Account balance is viewable at any time through the Mobile App, but it is important to understand that it may not reflect transactions you have authorized that have not yet been presented to us for payment.

If a transaction is presented without sufficient funds in your Account to pay it, we may, at our discretion, return the transaction for insufficient funds (NSF). We will not charge you a fee for paying an overdraft of an ATM or everyday Found Card transaction. The amounts of the overdraft and NSF fees are disclosed elsewhere.

Notwithstanding anything to the contrary, when we process multiple transactions for your Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline, or return credits, debits, and holds in any order at our option. We do not always receive debits on the same day that you conduct them. We generally post credits and debits to your Account, and report them on your statement, in a different order than the order in which you conduct them or we receive them. We may change the way we group transactions together or the order in which we post transactions to your Account at our discretion and without notice to you. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.

Restrictive Legends Endorsements

The automated processing of the large volume of checks we receive prevents us from inspecting or looking for restrictive legends, restrictive endorsements or other special instructions on every check. Examples of restrictive legends placed on checks are “must be presented within 90 days” or “not valid for more than $1,000.00.” The payee’s signature accompanied by the words “for deposit only” is an example of a restrictive endorsement. For this reason, we are not required to honor any restrictive legend or endorsement or other special instruction placed on checks you write unless we have agreed in writing to the restriction or instruction. Unless we have agreed in writing, we are not responsible for any losses, claims, damages, or expenses that result from your placement of these restrictions or instructions on your checks.

Check Processing

We process items mechanically by relying solely on the information encoded in magnetic ink along the bottom of the items. This means that we do not individually examine all of your items to determine if the item is properly completed, signed and endorsed or to determine if it contains any information other than what is encoded in magnetic ink. You agree that we have exercised ordinary care if our automated processing is consistent with general banking practice, even though we do not inspect each item. Because we do not inspect each item, if you write a check to multiple payees, we can properly pay the check regardless of the number of endorsements unless you notify us in writing that the check requires multiple endorsements. We must receive the notice in time for us to have a reasonable opportunity to act on it, and you must tell us the precise date of the check, amount, check number and payee. We are not responsible for any unauthorized signature or alteration that would not be identified by a reasonable inspection of the item. Using an automated process helps us keep costs down for you and all account holders.

Levies, Garnishments, and Other Legal Processes

If we are served with a subpoena, restraining order, writ of attachment or execution, tax levy, garnishment, search warrant, or other order relating to your Account (termed “legal action” in this section), we will comply with that legal action, and, in our discretion, we may freeze the assets in the Account and not allow any payments out of the Account until a final court determination regarding the legal action. We may do these things even if the legal action involves less than all of you. In these cases, we will not have any liability to you if there are insufficient funds to pay any transaction using your Account because we have withdrawn funds from your Account or in any way restricted access to your funds in accordance with the legal action. Any fees or expenses we incur in responding to any legal action (including, without limitation, attorneys’ fees and our internal expenses) may be charged against your Account.

Security

It is your responsibility to protect the Account number, and electronic access devices we provide you for your Account. Do not discuss, compare, or share information about your Account information with anyone unless you are willing to give them full use of your money. Keep your Account number and statements secure at all times. Make sure to also keep your mobile device secure at all times and avoid accessing the Mobile App when others can see your screen. Your Account can be used by thieves to issue an electronic debit or to encode your number on a false demand draft that looks like and functions like an authorized check. If you furnish your Account information or Mobile App and grant actual authority to make transfers to another person (a family member or coworker, for example) who then exceeds that authority, you are liable for the transfers unless we have been notified that transfers by that person are no longer authorized.

Your Account can also be used to electronically remove money from your Account, and payment can be made from your Account even though you did not contact us directly and order the payment.

You agree that if we offer you services appropriate for your Account to help identify and limit fraud or other unauthorized transactions against your Account, such as positive pay or commercially reasonable security procedures, and you reject those services, you will be responsible for any fraudulent or unauthorized transactions which could have been prevented by the services we offered, unless we acted in bad faith or to the extent our negligence contributed to the loss. If we offered you a commercially reasonable security procedure that you reject, you agree that you are responsible for any payment order, whether authorized or not, that we accept in compliance with an alternative security procedure that you have selected.

If your Account number, mobile device or Mobile App login credentials are lost or stolen, notify us immediately to limit your liability for unauthorized transactions that may occur.

Information, Address or Name Changes

You must notify us immediately if there is a change to your name, telephone number, mailing address, email address, or any other information you have provided us . Unless we agree otherwise, change of address or name must be made in writing by at least one of the account holders and sent to [email protected], and must submit any proof of address and identification requested by us. We will attempt to communicate with you only by use of the most recent email address you have provided to us. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address.

ACH Transfers

If you originate a fund transfer and you identify by name and number a beneficiary financial institution, an intermediary financial institution, or a beneficiary, we and every receiving or beneficiary financial institution may rely on the identifying number to make payment. We may rely on the number even if it identifies a financial institution, person, or account other than the one named. You agree to be bound by automated clearing house association rules. If we do not receive such payment, we are entitled to a refund from you in the amount credited to your Account and the party originating such payment will not be considered to have paid the amount so credited. Credit entries may be made by ACH. If we receive a payment order to credit an Account you have with us ACH, we are not required to give you any notice of the payment order or credit.

Death or Incompetence

You agree to notify us promptly through either yourself or your representative if any person with a right to withdraw funds from your Account(s) dies or is adjudicated (determined by the appropriate official) incompetent. We may continue to honor instructions until: (a) we know of your death or adjudication of incompetence, and (b) we have had a reasonable opportunity to act on that knowledge. You agree that we may continue to accept deposits and process transactions to your Account until we receive notice and any required proof of death or incapacitation and may pay transactions initiated on or before the date of death or adjudication of incompetence for up to ten (10) days after your death or adjudication of incompetence unless ordered to stop payment by someone claiming an interest in the account. If we receive notification or if we have reason to believe that you have died or become incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identity of your successor. Your estate will be responsible for repaying us for any tax liability resulting from payment of your Account balance to your estate. You agree to hold us harmless for any actions we take based on our belief that you have died or become incapacitated, or any notices of death or incapacitation that we receive. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice. If you owe us a debt at the time of your death, we are authorized to exercise our right of setoff or security interest rights against the funds credited to your Account after your death.

Non-Fiduciary Accounts

This Agreement and the deposit relationship do not create a fiduciary relationship between the Bank and Customer, the Account Owner, any Authorized Signer(s), or any of Customer’s employees, officers, directors, or agents.

Telephonic Instructions

Unless required by law or we have agreed otherwise in writing, we are not required to act upon instructions you give us via facsimile transmission or leave by voice mail or on a telephone answering machine.

Monitoring and Recording Telephone Calls and Consent to Receive Communications

We may monitor or record phone calls for security reasons, to maintain a record, and to ensure that you receive courteous and efficient service. You consent in advance to any such recording. We need not remind you of our recording before each phone conversation.

To provide you with the best possible service in our ongoing business relationship for your Account, we may need to contact you about your Account from time to time by text messaging or email. However, we must first obtain your consent to contact you about your Account because we must comply with the consumer protection provisions in the federal Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act, and their related federal regulations and orders issued by the Federal Communications Commission (FCC).

• Your consent is limited to this Account as authorized by applicable law and regulations.

• Your consent does not authorize us to contact you for telemarketing purposes (unless you otherwise agreed elsewhere).

With the above understandings, you authorize us to contact you regarding your Account throughout its existence using any telephone numbers or email addresses that you have previously provided to us or that you may subsequently provide to us.

This consent is regardless of whether the number we use to contact you is assigned to a landline, a paging service, a cellular wireless service, a specialized mobile radio service, other radio common carrier service or any other service for which you may be charged for the call. You further authorize us to contact you through the use of voice, voice mail and text messaging, including the use of pre-recorded or artificial voice messages and an automated dialing device.

If necessary, you may change or remove any of the telephone numbers or email addresses at any time using any reasonable means to notify us. To revoke the consent provided pursuant to this subsection, you must send ten (10) days’ prior written notice of such revocation to [email protected].

Claim of Loss

If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing whatever reasonable information we require concerning your Account, the transaction, and the circumstances surrounding the loss. You will notify law enforcement authorities of any criminal act related to the claim of lost, missing, or stolen access credentials or unauthorized withdrawals. We will have a reasonable period of time to investigate the facts and circumstances surrounding any claim of loss. Unless we have acted in bad faith, we will not be liable for special or consequential damages, including loss of profits or opportunity, or for attorneys’ fees incurred by you. You agree that you will not waive any rights you have to recover your loss against anyone who is obligated to repay, insure, or otherwise reimburse you for your loss. You will pursue your rights or, at our option, assign them to us so that we may pursue them. Our liability will be reduced by the amount you recover or are entitled to recover from these other sources.

Resolving Account Disputes

We may place an administrative hold on the funds in your Account (refuse payment or withdrawal of the funds) if it becomes subject to a claim adverse to (1) your own interest; (2) others claiming an interest as survivors or beneficiaries of your Account; or (3) a claim arising by operation of law. The hold may be placed for such period of time as we believe reasonably necessary to allow a legal proceeding to determine the merits of the claim or until we receive evidence satisfactory to us that the dispute has been resolved. We will not be liable for any transactions that are dishonored or returned as a consequence of placing a hold on funds in your Account for these reasons.

Unlawful Internet Gambling Notice

Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through this Account or relationship. Restricted transactions generally include, but are not limited to, those in which credit, electronic fund transfers, checks, or drafts are knowingly accepted by gambling businesses in connection with the participation by others in unlawful Internet gambling.

Unclaimed Property

State escheat or unclaimed property laws require us to close your Account and transfer your money to the state if your Account is dormant for a period of time as defined by your state of residence. Your Account can become dormant if there is no transactional activity for a period of time specified by applicable state law or you do not communicate with us regarding your Account during such period. If your Account becomes dormant, you may no longer receive statements, but you can still view your Account through the Mobile App. If your funds are remitted or escheated to the state, you may be able to reclaim them by petitioning the state.

Contacting Us

You may contact us with any questions or concerns regarding your Account. The best way to contact us is by email at [email protected].

Responsibilities and Limitations of Liability

1. Customer’s Acknowledgement

Customer acknowledges (i) the inherent risks and responsibilities associated with conducting business via the internet and that there can be no assurance that inquiries or transaction activity will be completely secure, despite security procedures established by the Bank and/or Found such as firewalls, passwords, and data encryption. Customer also understand that access to the Website and Mobile App will not be free from delays, malfunctions, or other inconveniences generally associated with this electronic medium, and further agrees the Bank and/or Found are not responsible for any such delays, malfunctions, or inconveniences; (ii) Customer and Authorized Signers are responsible for maintaining all equipment required for its access to and use of the Account; and (iii) Customer authorizes the Bank, Found, or any third party acting on behalf of the Bank or Found, to serve as agent in processing transaction instructions received from Customer via the internet, and to post such transactions to the Account. Customer will be solely responsible for the timeliness, accuracy and adequacy of the data entered as well as the completeness of any instruction entered.

2. Customer’s Additional Responsibilities

Customer is responsible for actions that may be taken by anyone accessing the Account through use of the Website or Mobile App after signing in with an Authorized Signer’s security information (i.e., user ID and password), except as otherwise set forth herein or as part of this Agreement. The Bank and Found are entitled to rely and act upon instructions received using any Authorized Signer’s security information. Customer is further responsible for keeping its security information confidential and for ensuring that each Authorized Signer signs off of the Website or Mobile App when a session is complete to prevent unauthorized persons from accessing the Account.

Access to certain Account information contained on the Website or Mobile App may be made available to Customer employees who are not designated as an Authorized Signer. Each Customer employee who is granted access to the Website or Mobile App will have a unique user ID and password to enable access to the transaction history of only that Card. Customer is responsible for actions that may be taken by anyone accessing the Card transaction history available through use of the Website or Mobile App.

3. Disclaimer of Warranties

To the fullest extent permitted by law, the Bank and Found do not make any warranties of any kind related to the Website or Mobile App, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose. Furthermore, the Bank and Found do not warrant that the Website or Mobile App will be uninterrupted or error free, that defects will be corrected, or that the Website or Mobile App are free of viruses or other harmful components. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITS USE OF THE WEBSITE OR MOBLE APP AND THE ACCOUNT SHALL BE AT CUSTOMER’S SOLE RISK, AND THAT THE WEBSITE AND MOBILE APP ARE PROVIDED ON AN “AS IS” BASIS.

4. Information Processing and Reporting

The Bank will not be responsible for determining the accuracy, timeliness or completeness of any information or instructions that an Authorized Signer provides to the Bank or Found for any service related to the Account. Customer agrees to maintain adequate backup files of the data it submits for a reasonable period of time in order to facilitate any needed reconstruction or reprocessing of Customer’s transactions (e.g., due to a telecommunication failure). If Bank and/or Found are unable to provide a processing service for any reason, reasonable steps to resume processing will be taken within a reasonable timeframe.

5. Unauthorized Transactions and Errors.

The Bank’s security procedures are not designed for the detection of errors (e.g. duplicate payments or errors contained in Customer instructions). We will not be obligated to detect errors made by Customer, Authorized Signers, or others, even if certain actions are taken from time to time to do so. It is Customer’s responsibility to notify Found immediately at [email protected] upon belief that any security information (such as user IDs, passwords, or other credentials) has been lost, stolen or otherwise made available to an unauthorized person, or that someone has viewed, downloaded, or deleted electronic records from the Account without Customer’s permission, or if Customer or an Authorized Signer suspects any fraudulent or unauthorized activity (including errors) on the Account. Customer further agrees to comply with all notification requirements described in this Agreement. Customer’s liability for any unauthorized transactions (including errors) will be determined based on the terms described in this Agreement. Customer agrees to promptly repay any amount erroneously credited to the Account.

6. Data and Information Supplied by Customer.

Customer has the sole responsibility of ensuring the accuracy and correctness of the data it supplies. Customer acknowledges and agrees that the Bank shall not examine the data for correctness and that the Bank shall not have any responsibility for detecting errors in the data transmitted by Customer. The data transmitted by Customer must be legible, correct, and complete. The Bank shall not process, nor will the Bank be liable to Customer for failure to process illegible, incorrect, or incomplete data. The Bank shall not be liable for errors or omissions caused by data that is rejected as the result of Customer’s failure to provide legible, correct, and complete data. Customer agrees that Customer shall be solely liable for, and the Bank shall not have any liability whatsoever for, any data or other information that is not received by the Bank or for any data or other information that is intercepted or altered by an unauthorized third party. Customer agrees that the Bank has no obligation to accept any data or other information and, therefore, may reject any data or other information transmitted or delivered by the Customer in connection with this Agreement.

7. Data Review.

Customer has sole responsibility for confirming the accuracy and validity of all information, data, entries, and processing services prepared by the Bank and delivered to Customer in connection with the Account. Customer agrees to carefully review all records and other information provided or made available to Customer by the Bank and to report any discrepancies within thirty (30) days of Customer’s receipt of the record or other information showing such discrepancies. Customer’s failure to promptly report to the Bank within such specified time the existence of any discrepancies in any record or other information constitutes Customer’s acceptance of the record or other information as valid and accurate and may preclude Customer from asserting against the Bank any claims arising from or any loss caused by the discrepancy.

8. Limitations of the Bank’s Liability and Obligations to Customer.

In the performance of the services required by this Agreement, the Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer and Authorized Signers pursuant to this Agreement. Except as otherwise specifically provided by law, the Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only in the event of loss due to its gross negligence or willful misconduct in performing those services. In no event shall the Bank have any liability for any consequential, special, incidental, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by the Bank and regardless of the legal or equitable theory of liability Customer may assert. The Bank is not liable for any damages Customer may incur due to a delay in Found providing the Bank with any notices or information Found receives from Customer. Without limiting the foregoing, the Bank shall not be liable for and the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond Bank’s control. To the extent allowed by law, the Bank shall not be liable for and shall be excused from failing to process or any delay in processing a transfer of funds (i) if, in the Bank’s sole discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in the Bank’s sole discretion, would cause it to engage in an unsafe and unsound practice. Without limiting the generality of the foregoing, in no event will the Bank’s liability for any loss, cost, or liability arising from the Bank’s gross negligence or willful misconduct exceed the average monthly charge for the Account-related services in question for the month preceding the date or loss, except as otherwise required by UCC Article 4A. Any claim, action or proceeding by Customer to enforce the terms of this Agreement or to recover for any Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action or proceeding first occurs. Customer agrees to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Account. Customer acknowledges any fees have been established in contemplation of: (a) these limitations on the Bank’s liability; (b) Customer’s agreement to review statements, confirmations, and notices promptly and to notify Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist the Bank in any loss recovery efforts.

Indemnification

You agree to indemnify and hold the Bank and us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement and applicable law; (3) any action or omission by you in violation of this Agreement or applicable law; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.These indemnifications shall apply, without limitation, to any losses arising from the dishonor of any check or other debit item.